EXHIBIT 10.6


                               LICENSING AGREEMENT

         AND NOW,  this 24TH day of AUGUST , 1996, it is hereby  stipulated  and
agreed by and  between  GEORGE A. EBY III and GEORGE EBY  RESEARCH  (hereinafter
referred  to as  "Licensor(s)"  or "Eby"),  residing at 2109  Paramount  Avenue,
Austin,  Texas  78704,  and  QUIGLEY  CORPORATION  (hereinafter  referred  to as
"Licensee" or "QUIGLEY"),  with a place of business at 10 South Clinton  Street,
Doylestown, Pennsylvania 18901, that:

         WHEREAS,  EBY is the holder and sole  owner of  various  United  States
Letters Patent including Patent  4,503,070,  originally issued on March 5, 1985,
later  surrendered  and  subsequently  reissued on November  27, 1990 as Reissue
Patent Number 33,495;

         WHEREAS,  Reissue Patent Number 33,465  (hereafter  referred to as "The
Patent") is the operative patent under which this license is to be granted;

         WHEREAS,  QUIGLEY is the  manufacturer,  producer,  and  distributor of
certain lozenge products which are marketed under various trademarks,  including
"Cold-Eeze"  and "Cold-Eezer  Plus",  and is desirous of producing and marketing
lozenges containing zinc gluconate under license granted by EBY;

         NOW  THEREFORE,  in  consideration  of  the  mutual  promises  and  the
licensing agreement herein contained,  and intending to be legally bound hereby,
the parties do agree as follows;

         1.       PURPOSE OF AGREEMENT - This agreement is to provide

Page 1 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

QUIGLEY with sole and exclusive rights to make, use, and sell various  products,
including lozenges, under The Patent by license granted by Licensor.

         2.  DURATION  OF  AGREEMENT  - This  Agreement  shall  be  and  becomes
effective upon execution hereof,  and shall remain in effect until expiration of
The Patent which  occurs at the latest on March 5, 2002,  or until The Patent is
held invalid on a decision which is not subject to appeal.  EBY releases QUIGLEY
from any liability whatsoever prior to the effective date of this agreement.

         3.       SOLE RELEVANT AND NECESSARY PATENT -

         a. It is agreed that Reissue  Patent  Number  33,465  incorporates  all
rights that belonged to EBY under Patent  4,503,070 (which is no longer in force
as a separate  patent,  having been surrendered to the U.S. Patent and Trademark
Office when the reissue application was filed).

         b. It is also agreed that Reissue Patent 33,465 is the sole U.S. patent
or patent  application  which belongs to EBY which  contains  patent claims that
cover or apply to the lozenges being sold by QUIGLEY,  and that QUIGLEY does not
need a license to any other patent or patent  application  owned by EBY in order
to sell  lozenges  which  contain  zinc  gluconate  or a zinc  gluconate-glycine
mixture as the only zinc salts in such lozenges.

         c. EBY hereby  warrants  and  guarantees  to QUIGLEY  that (1)  Reissue
Patent  33,465 is and remains  valid;  (2) the last and final  maintenance  fee,
which is due to be paid to the US. Patent

Page 2 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ
<PAGE>

Office by September 5, 1996,  will be paid before that deadline;  (3) EBY is not
aware of any reason to doubt the validity of The Patent,  or of any legal action
that has been taken by any party to  declare  The  Patent  invalid;  and (4) The
Patent is and remains,  and has been at all times since its  issuance,  the sole
and exclusive property of EBY.

         4.       CONSIDERATION: ROYALTIES -

         a. In exchange for sole  licensing  rights under The Patent,  EBY shall
receive one of the two following alternative royalty payments:

         (1) three  percent  (3%) of gross sales (as defined  below) of products
containing  zinc  gluconate   (including  but  not  limited  to  "Cold-Eeze"  or
"Cold-Eezer  Plus"  lozenges)  which are made,  used, or sold by QUIGLEY for the
term of The Patent, if royalties  continue to be paid by QUIGLEY to John Godfrey
or to any person related to or entity controlled by John Godfrey under Godfrey's
U.S. patent 4,684,528; OR,

         (2) five  percent  (5%) of gross sales (as  defined  below) of products
containing zinc gluconate which are made,  used, or sold by QUIGLEY for the term
of The Patent,  if royalties are no longer being paid by QUIGLEY to John Godfrey
or to any  entity  controlled  by  John  Godfrey  under  Godfrey's  U.S.  patent
4,684,528.

         b. The decision as to whether QUIGLEY will continue paying royalties to
John  Godfrey,  under  Godfrey's  U.S.  patent  4,684,528,  will be at the  sole
discretion  of QUIGLEY,  which shall  however  have a good-faith  obligation  to
obtain counsel from a third-party

Page 3 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>
patent attorney who specializes in biochemical or  pharmaceutical  patents as to
whether such royalty  obligations are due to Godfrey under Godfrey's patent. The
patent attorney shall consult with EBY during the attorney's evaluation, but EBY
shall have no control or authority over such patent attorney.

         c. "Gross  sales" as defined  herein  includes  all  payments  that are
received  by  QUIGLEY  for zinc  gluconate-containing  products,  less  shipping
charges,  broker commissions and outside contracted  repackaging services.  Such
payments  become subject to a royalty payment to EBY when payment is received by
QUIGLEY.

         d.  Royalties  shall be paid by  QUIGLEY to EBY on a  quarterly  basis.
Payment shall be made within  forty-five days following the end of each quarter.
Such payments shall be processed  through Patrick D. Kelly,  Esq., of St. Louis,
Missouri,  who is EBY's  attorney of record in the civil action  listed below in
Clause 6, unless other agreement is made in writing by both parties.

         e.  Minimum  annual  royalties  of $30,000,  beginning  with sales made
during  calendar  year 1997,  shall be paid to EBY by QUIGLEY.  If an additional
payment is required  to  complete  the minimum  annual  royalty  payment,  after
payment of the royalty  payment for the last quarter of each calendar year, then
EBY shall notify QUIGLEY in writing of any such deficit,  by certified mail, and
such deficit shall be paid by QUIGLEY within 30 days after such  notification is
received. Failure to pay the minimum annual royalties specified herein shall not
terminate QUIGLEY's

Page 4 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>
rights to  continue  selling  lozenges  or other  cold-treatment  or  anti-viral
products  containing  zinc  gluconate.  Instead,  such failure shall render this
Agreement  non-exclusive,  and shall  entitle EBY to  subsequently  grant other,
additional  non-exclusive licenses to other parties, unless such right is waived
by EBY in exchange for other consideration,  to be negotiated and agreed upon by
both parties.

         5.  CONSIDERATION:  STOCK - In addition to royalty payments as provided
in Clause 4, EBY shall also be paid both of the following:

         a. Fifty thousand (50,000) shares of Rule  144-restricted  common stock
in  QUIGLEY,  which will not be salable by EBY until 2 years  after  issuance to
EBY; and,

         b.  Ten  thousand  (10,000)  shares  of  unrestricted  common  stock in
QUIGLEY.

         Such stock shares shall provide full and adequate consideration for any
royalties due to EBY on any and all sales by QUIGLEY prior to the execution date
of this Agreement.

         6.  PAYMENT  AND  TRANSFERAL  OF STOCK -  QUIGLEY  shall  tender  stock
certificates to EBY, as provided in Clause 5, upon dismissal with prejudice of a
civil legal action  entitled  George A. Eby and George Eby Research v.  Walgreen
Drugstores,   Inc.   and  The   Quigley   Corporation,   Civil   Action   Number
4:96CV01530(SNL),  filed July 30, 1996 in the United States  District  Court for
the Eastern District of Missouri, upon execution of this Agreement.

Page 5 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

Stock shares shall be transferred to EBY through EBY's attorney of record.

         7.       ANNOUNCEMENTS, PUBLICITY, ETC. -

         a.       Any announcement of a settlement, or any other press
release or other  statement in written or electronic  form by either  QUIGLEY or
EBY  (including  any  information  posted  on an  Internet  site  or  comparable
electronic  forum)  must be  approved  by the other  party,  in advance of being
released, if it:

         (1)      mentions the other party by name;

         (2)      lists the number of any patent owned by EBY, in a
release by QUIGLEY; or,

         (3) relates to zinc gluconate,  glycine, or any other ingredient in any
product being sold by QUIGLEY, in a release by EBY.

         b. Such approval will not be withheld unreasonably, and any such public
statement  shall be deemed to be  approved  if not  objected  to within five (5)
business  days  after  transmittal  by  facsimile  or  electronic  mail,  by the
requesting party to the other party.

         c. Both  parties  hereby  agree to  promptly  review  their  electronic
Internet sites and any other sources of information under their control,  and to
treat any postings or other written or electronic  releases of information which
mention the other party by name, or in any other  identifiable  manner, as being
subject to this clause from that date forward.

Page 6 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

         d. Any statements that were made or released by either party,  prior to
the date of this  agreement,  which would be covered by this  agreement  if made
after the date of this  agreement,  are  hereby  agreed  to be exempt  from this
agreement  and from any  claims of  liability.  Both  parties  hereby  agree and
covenant that they will endeavor to work cooperatively,  in good faith, from the
date of this agreement,  to present a public image that encourages confidence in
zinc-containing lozenges as an effective treatment for the common cold.

         8. WARRANTIES AND COVENANTS OF LICENSEE -

         a.  QUIGLEY  hereby  warrants and  covenants  that it will use its best
efforts to  successfully  market  products  covered by this Licensing  Agreement
which  contain zinc  gluconate,  including  "Cold-Eeze"  and  "Cold-Eezer  Plus"
lozenges,  and shall use  reasonable  business  judgment in its practices in the
production,  packaging, and marketing of said products covered by this Licensing
Agreement.

         b. QUIGLEY  hereby  warrants and  covenants  that,  after  depletion of
existing packages, QUIGLEY will properly mark any products covered by The Patent
as being  covered by "US  Patent Re.  33,465"  in a manner  that  satisfies  the
requirements of 35 USC 287.

         c. QUIGLEY assumes and bears full and exclusive  liability in any legal
or  regulatory  action  against  any  product  that is  manufactured  or sold by
QUIGLEY, and QUIGLEY agrees to indemnify and defend EBY against any action taken
by any person,


Page 7 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

governmental authority, or other legal entity, if such action involves a product
sold by QUIGLEY.

         9. WARRANTIES AND COVENANTS OF LICENSOR -

         a. EBY hereby  warrants and covenants  that he will not interfere  with
QUIGLEY's rights to exclusively manufacture and sell products which contain zinc
gluconate under this Agreement.

         b. EBY shall not,  throughout  the  duration of this  Agreement,  offer
and/or grant,  assign, or sell a license or licensing rights under The Patent to
another person or entity,  unless such action becomes lawful due to a failure of
QUIGLEY to pay a minimum yearly royalty as specified by Clause 4(e), above.

         10. OTHER AND FUTURE PRODUCTS -

         a. EBY and QUIGLEY both hereby  recognize and agree that this agreement
is limited to cold treatment or anti-viral  products  containing zinc gluconate.
EBY retains the right to continue  selling and  otherwise  commercially  exploit
lozenges  containing  zinc  acetate,  and certain  other zinc  salts,  which are
covered by separate  patents  owned by EBY. Both parties agree that (1) sales or
other use of lozenges  containing  zinc acetate or other zinc salts,  by EBY, do
not violate the  conditions of this  Agreement and (2) any potential  license of
EBY's patent rights to allow sales, by QUIGLEY,  of lozenges containing any zinc
salt other than zinc  gluconate  shall be covered by a separate  and  subsequent
licensing agreement, if such an agreement is desired by both parties.

Page 8 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

         b. EBY shall have an  obligation  to  promptly  disclose to QUIGLEY any
scientific or technical  improvements in treatments for colds which involve zinc
gluconate. EBY's obligation may be satisfied by sending to QUIGLEY a copy of any
patent  application filed by EBY on any such  development,  within 15 days after
EBY receives  notification that the patent application has been granted a filing
date and a serial number by the U.S. Patent Office.

         c. If QUIGLEY wishes to license any such improvement  created and owned
by EBY,  EBY shall  provide to  QUIGLEY a right of first  refusal,  which  shall
entitle QUIGLEY to obtain such a license under terms that are not less favorable
than EBY may offer to any other company.

         11. WARRANTIES AND COVENANTS OF LICENSEE AND LICENSOR -

         a. Both  QUIGLEY and EBY warrant and covenant  that neither  party will
interfere in the patent,  legal,  personal, or business rights of the other upon
and  thereafter  execution of this  Agreement,  except as may be provided for in
this Agreement.

         b. Both QUIGLEY and EBY recognize that it is in the mutual interests of
both Licensor and Licensee for products  that are made,  used and sold under The
Patent to be marketed successfully.

         12.  ASSIGNMENT OF RIGHTS - QUIGLEY shall maintain the right to assign,
sub-license,  sub-contract,  or otherwise  commercially exploit its rights under
The Patent in any manner that QUIGLEY  deems most  appropriate,  but only if the
royalty  obligations  provided  herein  remain  intact  and  apply  to any  such
sub-licensee

Page 9 of 15 Agreed and  initialed  by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

or sub-contractor. EBY shall not infringe upon such rights of QUIGLEY.

         13.      MEDIATION OR ARBITRATION OF DISPUTES -

         a. If QUIGLEY and EBY are unable after  reasonable  efforts to reach an
agreement  on the  interpretation  or  implementation  of any  portion  of  this
agreement,  the dispute  shall be submitted to a mediator,  who shall attempt to
help the parties negotiate a mutually satisfactory agreement.

         b. If an agreement cannot be reached with mediation, or if both parties
agree to bypass  mediation,  a dispute  arising  hereunder shall be submitted to
binding arbitration,  under the auspices of a member of the American Arbitration
Association.

         c. In order to minimize travel expenses and inconvenience, any mediator
or arbitrator used hereunder shall be located in Philadelphia, and QUIGLEY shall
be obliged to pay for a business- class  round-trip  plane ticket between Austin
and Philadelphia, for EBY for the first meeting of a mediation on any new issue.

         d.  Any  mediator  or  arbitrator  used as  provided  herein  shall  be
acceptable  to  both  parties.  If the  parties  are  unable  to  agree  upon an
acceptable mediator or arbitrator,  the highest- ranking or most senior official
of the American Arbitration  Association working in Philadelphia shall designate
a mediator or arbitrator.

         e.  Unless  otherwise  agreed in  writing,  the costs of  mediation  or
arbitration will be divided equally among EBY and QUIGLEY.  However,  this shall
exclude any expenses for attorneys

Page 10 of 15 Agreed and  initialed by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

or witnesses for either side;  any such expenses will be borne by the party that
obtains  such  services.  Each party shall  cooperate  and shall  promptly  make
available,  to the other party and to a mediator or arbitrator,  any information
or assistance necessary to settle any such dispute.

         f. To satisfy the obligation of making information available hereunder,
a party must mail a photocopy of all document(s)  which are directly  related to
the  dispute,  and  which  are  not  legally  privileged,  to the  other  party,
accompanied by a signed statement  stating either (1) that all known information
which is  directly  relevant  to the dispute is  included,  or (2) that  certain
documents were withheld because they are legally  privileged.  In addition,  the
party supplying the information  must make the relevant  nonprivileged  business
records available, at its offices, for inspection and copying by the other party
and/or by a legal or accounting representative of the other party.

         14.  APPLICABLE LAW - This agreement shall be governed by and construed
according to the laws of the Commonwealth of Pennsylvania.

         15.  AMENDMENT - This agreement  cannot be changed or amended except by
agreement of both parties, in writing, signed by both parties.

         16. NOTICE - Any notice required or permitted hereunder shall be deemed
sufficient if given in writing and delivered personally or sent by registered or
certified mail, return

Page 11 of 15 Agreed and  initialed by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

receipt  requested,  postage  prepaid,  to the addresses  shown below or to such
other addresses as are specified by similar notice:

If to Licensor:               With a copy to:

George A. Eby III             Patrick D. Kelly, Esq.
George Eby Research           33 Berry Oaks
2109 Paramount Avenue         St. Louis, MO 63122
Austin, TX 78704


If to Licensee:               With copies to:

The QUIGLEY Corporation       Gregory M. McCauley, Esq.
10 South Clinton Street       McCauley & Associates, P.C.
Doylestown, PA 18901          2101 Pine Street
                              Philadelphia, PA 19103

                              Thomas F. J. MacAniff, Esq.
                              Eastburn and Gray
                              60 East Court Street
                              Doylestown, PA 18901


         17. ACCESS TO FINANCIAL RECORDS - Quigley will provide to EBY a copy of
the  quarterly  financial  records  that are  used to  calculate  EBY's  royalty
payments. In addition, as a stockholder of the company, EBY shall have the right
to reasonable access to the company's financial records.

         18.  SEVERABILITY  - In the event that any provision of this  Agreement
shall be held to be  invalid,  such  invalidity  shall not affect in any respect
whatsoever the validity of the remainder of this Agreement.

         19. CAPTIONS - Any article or paragraph titles or captions contained in
this  Agreement  are for  convenience  only and shall not be deemed to  amplify,
modify or give full notice of the provisions thereof.

Page 12 of 15 Agreed and  initialed by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

         20. PARTIES BOUND - This  Agreement  shall inure to the benefit of, and
be binding  upon,  all the parties,  their  respective  assigns,  successors  in
interest, personal representatives, estates, heirs and successors.

         21.  INTERPRETATION  - When the context in which words are used in this
Agreement indicate that such is the intent,  words in the singular shall include
the plural and the plural shall  include the  singular.  Words in the  masculine
gender shall include the feminine and neuter genders.

Page 13 of 15 Agreed and  initialed by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

         22.  ENTIRE  AGREEMENT  - All  parties  stipulate  and agree  that this
document constitutes the entire Agreement between the parties.

ACCEPTED AND AGREED:



 /S/ GEORGE A. EBY III                             AUG. 24, 1996
-----------------------------------------          --------------
George A. Eby III, in behalf of himself            Date
and in behalf of GEORGE EBY RESEARCH


 /S/ GUY QUIGLEY                                   AUG. 28, 1996
 ----------------------------------------          -------------
Guy Quigley, President, in behalf of               Date
THE QUIGLEY CORPORATION



Page 14 of 15 Agreed and  initialed by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ

<PAGE>

STATE OF TEXAS                      :
                                    : SS
COUNTY OF TRAVIS                    :

         On this 24TH day of AUGUST , 1996, before me personally appeared GEORGE
A. EBY III, to me known to be the person  described in the  foregoing  document,
who executed this document as his free act and deed.

         In witness  thereof,  I have hereunto set my hand and affixed my notary
seal the day and year last above written.


                                          /S/ WILLIAM L. SWAIL
                                          --------------------
                                          Notary Public


My commission expires:  6/6/97


STATE OF PENNSYLVANIA   :
                        : SS
COUNTY OF BUCKS         :

         On this 3RD day of SEPTEMBER , 1996, before me personally  appeared GUY
QUIGLEY, to me known to be the person described in the foregoing  document,  who
executed this document as his free act and deed.

         In witness  thereof,  I have hereunto set my hand and affixed my notary
seal the day and year last above written.


                                          /S/ JOAN M. CONDUIT
                                          -------------------
                                          Notary Public


My commission expires:




Page 15 of 15 Agreed and  initialed by George A. Eby III /S/ GAE and Guy Quigley
/S/ GQ